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How do actual investors/hidden Shareholders protect their interests?

2018-05-13 00:00:23

For some investors, when the investment is established, it is inconvenient for them to use their own identity as a registered shareholder of industry and commerce for various reasons, but the shares are held by others, and they, as a hidden shareholder, sign an entrusting agreement with the proxy holder. How to protect against these risks?


The risks of anonymous shareholders are mainly as follows: [1] The risk that the debts of named shareholders cause the equity to be frozen and executed (as shown in the case in this paper). [2] The risk of invalidation of the entrustment agreement (such as foreign capital, public officials to avoid the supervision of entrustment, etc.) [3] The risk of malicious infringement of the rights and interests of the hidden shareholders by the named shareholders (such as the named shareholders do not transfer investment income to the hidden shareholders; The famous shareholders abuse the rights of shareholders to make major decisions without authorization; [4] Risk of failure to change from "hidden name" to "explicit name" and difficulty in claiming shareholders' rights and interests (such as not obtaining the consent of more than half of other shareholders).


Protection method 1: The named shareholder pledges the equity to the hidden shareholder (need to sign the corresponding debt repayment and pledge contract).


Protection Method 2: Sign a good proxy agreement, preferably approved by professionals (such as clearly exercising the rights of named shareholders and restrictions, queuing up the property rights of named shareholders, and agreeing high liability for breach of contract)


Protection Method 3: Disclose proxy holdings to other shareholders, and obtain a resolution of consent issued in advance by other shareholders.


Protection method 4: The investment of the hidden shareholder is confirmed by the named shareholder and other shareholders.


This information is taken from experience without authorization


Protection method 6: Participation principle (such as taking office, ensuring to follow the seal, listing identity in the resolution of the shareholders' meeting, etc.)


Protection method 7: Take timely measures to find that rights and interests are infringed (so as not to exceed the statute of limitations).